EXHIBIT 10.11
AGREEMENT Ingen Technologies, Inc. and Preferred Provider Care, Inc..
ITI | INGEN TECHNOLOGIES, INC.
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000 X. Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxxxx 00000
(000) 000-0000 FAX: (000) 000-0000
CONSULTING AGREEMENT
This Agreement made effective as of this 1st day of August, 2004, by and
between PREFERRED PROVIDER CARE, INC., a Florida Corporation doing business in
the State of Florida, further referred to as the ("Consultant"), whose principal
corporate offices are located at 0000 Xxxxxxx Xxxxxxx, Xxxxx 00, Xxxxxxxxxxxx,
Xxxxxxx 00000; and INGEN TECHNOLOGIES, INC., A Nevada Corporation, further
referred to as the ("Company"), whose principal address is 000 X. Xxxxxx Xxxx
Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and is made with reference to the following.
RECITALS
A. The Company is a Medical Device Manufacturer, and in the business of
providing medical products and services on a Global basis. Said
products and services are inclusive of, but not limited to, vestibular
function testing and balance testing.
B. The Company desires to exclusively engage the services of the
Contractor to provide physician training and physician support services
as described in Schedule-A. The Contractor also agrees to develop
various markets for services for all of North America, as well as any
future services that the Company deems authorized. The Company will use
the Contractor as its' exclusive agent to provide those services
described in Schedule-A.
C. The Contractor has the expertise, knowledge and resources for
development and implementation of the services described in Schedule-A.
D. The Company will provide product, installation, training, market
assistance, promotional materials and other developmental documentation
used to promote said products and services in accordance to all laws of
which govern the Company in this type of industry.
E. The Company desires to utilize the Contractor's expertise, knowledge
and other resources for developing and promoting said services as
described in the above Recitals for the purpose of establishing sales
of vestibular testing products for the Contractor's client base, and as
such, the Contractor desires to use the Company's client base for
delivering the services as described in Schedule-A.
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NOW, THEREFORE, the Parties mutually agree as follows:
1. In consideration of the Contractor furnishing the expertise, knowledge
and other resources in providing said services and market assistance as
set forth in the above Recitals hereof, the Company agrees to pay to
the Contractor a consulting fee of $3,500 (Three Thousand Five Hundred
Dollars) for each VNG product sale that includes a signed Acceptance
Agreement from the customer. The said fee will be paid only if the
purchasing physician or institution agrees to and signs the Acceptance
Agreement to utilize those services from the Contractor as described in
Schedule-A. Such acceptance will be in the form of a signed agreement
between the customer and the Company. The said transaction will be
verification of acceptance and submitted to the Contractor. The Company
agrees to submit the payment of $3,500 with the copy of the signed
acceptance agreement. Attached is a sample Acceptance Agreement as
Exhibit-A.
2. The Company authorizes the Contractor to market, promote and sell the
products and services of the Company as described in Exhibit-B. Any
other products and services offered by the Company are not a part of
this Agreement and may not be sold and/or marketed by the Contractor
without the written permission or authorization from the Company.
3. As a part of the services specified herein, the Contractor accepts the
above considerations and understands his/her rights to sell said
services within the United States. The Contractor agrees to provide
his/her "best efforts" to deliver those services as described in
Schedule-A.
4. The Contractor agrees to provide the services as described in
Schedule-A. The Contractor is not obligated to any exclusive
arrangements with the Company. The Company is not obligated to provide
a minimum or maximum quota of customers to commit for the Contractor.
The Contractor agrees to provide the services to the customer within 30
days after the customer has received the merchandise as described in
Exhibit-B and the Company has submitted the signed Acceptance
Agreement, with full payment, to the Contractor .
5. Except for the amounts paid to the Contractor as stated in paragraph-1
and within the Recitals herein, the Contractor shall not be entitled to
other payment and/or reimbursement for expenses incurred pursuant to
this Agreement. All costs and expenses incurred by the Contractor in
rendering said services shall be reimbursed or advanced by the Company
only upon written authorization to the Contractor by the Company.
6. The Company agrees to provide full and proper assistance to the
Contractor inclusive of administrative support, technical support, and
professional support on a best efforts basis and within regulatory
guidelines and laws set forth for providing said services and without
penalty to the Contractor.
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7. The Contractor agrees to provide the Company with proper tax
documentation and identification upon the signing of this Agreement in
accordance to State and Federal tax laws.
8. The relationship between both parties created by this Agreement is that
of principal ("the Company") and Outside Contractor ("the Contractor")
in that the time spent and the professional manner in which the
services are performed shall solely be the responsibility of the
Contractor. However, the Contractor agrees to use their best and most
diligent efforts, within all laws, to provide the resources and
expertise under the terms and conditions setforth herein.
9. During the term of this Agreement the Contractor has the right to
promote services, either directly and/or indirectly, to any entity that
has a similar products as provided by the Company for the duration of
this Agreement.
10. In consideration of the importance of confidentiality, non-disclosure
and trade secrets, the Contractor acknowledges that during the course
of this Agreement between the Company and the Contractor, the
Contractor has had access to and will continue to have access to
various confidential information and trade secrets consisting of
compilations of information, records, specifications and trade lists,
which are owned by the Company and which are regularly used in the
operation of the Company's business. The Contractor specifically agrees
to NOT distribute the product pricing of the Company, nor use the brand
name of EDI and/or Eye Dynamics, Inc. on any of their pricing to their
clients. Further, the Contractor will agree to keep confidential all
material related to or made a part of this Agreement from any Medtrak
Technologies, Inc. client, employee, associate and/or the like.
In consideration of continued engagement through this Agreement during
the period of the Agreement by the Company, the Contractor shall not
disclose any of the aforesaid confidential information or trade
secrets, directly or indirectly, nor use them in any way, either during
the term of this Agreement or at any time thereafter, except as
required in the Contractor's engagement with the Company, but does not
include information already within the public domain at the time the
information is acquired by the Contractor, or information that
subsequently becomes public through no act or omission of the
Contractor.
In further consideration of continued engagement and during the period
of the Agreement, all files, records, documents, drawings,
specifications, equipment and similar items relating to the business of
the Company, whether prepared by the Contractors or otherwise, coming
into the Contractor's possession shall remain the exclusive property of
the Company and shall not be removed from the Company's premises under
any circumstances whatsoever without prior written consent of the
Company.
11. This Agreement shall continue in effect for a period of two years
(2-yrs), and may be continued thereafter only by the express mutual
agreement of both parties. This agreement may be terminated only for
cause or breech of any terms and conditions setforth herein.
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12. This document contains the entire Agreement of the parties relating to
this Agreement and correctly sets forth the rights, duties and
obligations of all parties hereto. Any prior agreements, promises,
negotiations and/or representations not expressly set forth in this
Agreement is of no force and effect.
13. No waiver of any term or condition of this Agreement shall be deemed or
construed to be a waiver of such term or condition in the future, or of
any preceding or subsequent breach of the same or any other term or
condition of this or any other agreement. All remedies, rights,
undertakings, obligations and agreements contained in this Agreement
shall be cumulative and none of them shall be in limitation of any
other remedy, right, undertaking, obligation or agreement of either
party hereto.
14. No amendment or modification of this Agreement or of any covenant,
condition or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith. Unless
otherwise specifically set forth under a particular provision, any
amendment or modification shall require the overall consent of both
parties.
15. Nothing contained in this Agreement shall be construed so as to require
the commission of any act contrary to law, and whenever there is a
conflict between any provision of this Agreement and any statute, law,
ordinance, rule, order or regulation, the later shall prevail, but in
such event any such provision of this Agreement shall be curtailed and
limited only to the extent necessary to bring it within the legal
requirements.
16. This Agreement, and all rights and obligations contained herein shall
be binding on and inure to the benefit of the parties hereto and their
respective heirs, executors, legal and personal representatives,
successors and assigns. It is also specifically agreed and understood
that this Agreement shall be binding upon any successor-in-interest to
the Company by way of merger, consolidation or otherwise.
17. Any controversy arising out of or in connection with this Agreement, or
any amendment thereof, shall be determined and settled by arbitration
in accordance with the rules of the American Arbitration Association.
The venue for such arbitration shall be exclusively San Bernardino
County, the State of California, and any award rendered shall be final
and binding on each and all of the parties thereto and their
successor-in-interest, and judgment may be entered thereon in any court
having jurisdiction thereon. In any such proceeding, the Arbitrator
shall be and hereby is empowered to render an award directing specific
performance. Each individual party shall take responsibility for
obligations pertaining to costs associated with their own legal
representation.
18. All notices among the parties hereto shall be in writing and shall be
deemed duly served when personally delivered to another party or, in
lieu of such personal service, when deposited in the United States
mail, certified and return receipt requested, with first class postage
prepaid thereon, addressed as set forth above, or in such other place
as may be specified in any written notice given pursuant to this
paragraph as the address for service of notice. All notices shall be
delivered to the parties addresses as witnessed below.
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Company: Xxxxx Sand, CEO & Chairman
Ingen Technologies, Inc.
000 X. Xxxxxx Xxxx Xx.
Xxxxxxxx, XX 00000
(000) 000-0000
Tax ID No. 00-0000000
Contractor: Xxxxx Xxxxx, M.D., Principal
Preferred Provider Care, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 00
Xxxxxxxxxxxx, XX 00000
(000) 000-0000
Tax ID No. 00-0000000
19. This Agreement shall be governed and construed in accordance with laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above and agree to all of the terms and
conditions of this Agreement setforth herein.
The Contractor:
/S/ XXXXX XXXXX August 1, 2004
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Xxxxx Xxxxx, Principal Date
The Company:
/S/ XXXXX SAND August 1, 2004
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Xxxxx Sand, CEO Date
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SCHEDULE-A
SERVICES PROVIDED BY PREFERRED PROVIDER CARE, INC.
1. For $3,500, Preferred Provider Care will provide a 2-day balance
medicine training program (focused on test reading) here in
Jacksonville for all of your physicians and technician customers who
require training and assistance for their new VNG private-label
equipment. This seminar will include all training manuals, as well as
the opportunity for hands on training for physicians and technicians
and the opportunity for question and answer sessions with staff
(underwritten by Preferred Provider Care.)
2. Attendees are responsible for their own travel arrangements, all travel
costs and incidentals.
3. Preferred Provider Care will provide all consumers the opportunity to
purchase a 5-hour, intense training course DVD/VHS for $395.
4. Preferred Provider Care will offer all seminar attendees the
opportunity to attend further one-on-one training at our lab at the
cost of $750 per person. Attendees will be responsible for their own
travel arrangements, cost of travel, and incidentals.
5. Preferred Provider Care will provide quality assurance VNG test reading
assistance to all purchasing customers, via internet, fax or phone, for
2 months, or 100 tests, whichever is reached first. Beyond this 2
month, or 100 test, quality assurance testing reading assistance,
should there be a need for additional help, there will be a $50 per
test fee. All quality assurance test reading information will be
forwarded to customers, usually with a 24-hour turnaround
6. Preferred Provider Care will provide quarterly newsletters to all
purchasing customers, which will include technical tips, advice and
balance medicine updates.
Contract will be valid for two years.
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Xxxxx Xxxxx M.D., PhD.
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EXHIBIT-A
PHYSICIAN ACCEPTANCE AGREEMENT
THE PURCHASING PHYSICIAN AND/OR INSTITUTION HAS AGREED TO PAY $3,500
FOR ADDITIONAL TRAINING AND CLINICAL SUPPORT FROM PREFERRED PROVIDER
CARE. THAT SUPPORT INCLUDES THE FOLLOWING:
1. For $3,500, Preferred Provider Care will provide a 2-day balance
medicine training program (focused on test reading) here in
Jacksonville for all of your physicians and technician customers who
require training and assistance for their new VNG private-label
equipment. This seminar will include all training manuals, as well as
the opportunity for hands on training for physicians and technicians
and the opportunity for question and answer sessions with staff
(underwritten by Preferred Provider Care.)
2. Attendees are responsible for their own travel arrangements, all travel
costs and incidentals.
3. Preferred Provider Care will provide all consumers the opportunity to
purchase a 5-hour, intense training course DVD/VHS for $395.
4. Preferred Provider Care will offer all seminar attendees the
opportunity to attend further one-on-one training at our lab at the
cost of $750 per person. Attendees will be responsible for their own
travel arrangements, cost of travel, and incidentals.
5. Preferred Provider Care will provide quality assurance VNG test reading
assistance to all purchasing customers, via internet, fax or phone, for
2 months, or 100 tests, whichever is reached first. Beyond this 2
month, or 100 test, quality assurance testing reading assistance,
should there be a need for additional help, there will be a $50 per
test fee. All quality assurance test reading information will be
forwarded to customers, usually with a 24-hour turnaround
6. Preferred Provider Care will provide quarterly newsletters to all
purchasing customers, which will include technical tips, advice and
balance medicine updates.
Accepted By: __________________________________ __________________
Physician Name Date
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EXHIBIT-B
PRODUCT LIST SOLD TO CUSTOMER
ITI INGEN TECHNOLOGIES, INC. PROFORMA INVOICE
000 X. XXXXXX XXXX XXXX
XXXXXXXX XX 00000
(000) 000-0000
Date: OPEN
SOLD TO: Client SHIP TO: Client
ITEM QTY PART NO. DESCRIPTION PRICE
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1 1ea. Model-2000 Secure Balance 2 Channel VNG $38,000.00
Complete with computer system,
1-Camera Goggle, Oculomotor Full-Field
Projector Secure Balance(TM) Full
Clinical VNG Software version 1.00
Atmos Air Irrigator and Scope
Installation and training (On-Site).
2-Day Physician Interpretation Workshop
Tower Computer or Laptop Notebook
HP Color Printer
2 1ea. Model-4000 SPORTKAT Balance System $15,000.00
Balance Therapy & Posturograhy Platform
VVP Computer Data System Assessment
& Treatment Software 3.02 Flat Panel
Display Computer System Base Unit
360 Degree Platform w/Tilt Sensor
Handrails with Gauge Readout PSI
DC-Power Supply Installation and
Training (On-Site)
3 1ea. 2-Day Onsite Install & Training
2-Day Phys. Interp. Workshop
5 Hours on Medicare Compliance/Billing
Full Warranty 1-Year
Software Upgrades - No Charge
Grand Total $53,000.00
TAX AND FREIGHT NOT INCLUDED
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50% DEPOSIT/50% DELIVERY FOB: OCEANSIDE CA DELIVERY: 2-4 WEEKS ARO
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